Each one in plain English, with the numbers worked through for a shareholder.
22 Mar 2019business combination● NeutralMajor
The major holders filed the final amendment to the going-private statement confirming the merger took effect at 12:01 a.m. on March 20, 2019. Remaining shareholders are owed $1.10 cash per share (paying agent notices to be mailed within ten days, with dissenters' rights for those who properly exercise them), the contributing holders now own 100% of the surviving company, FINRA removed the ABHD symbol on March 20, 2019, and a Form 15 is intended on March 21, 2019. This closes the thread opened December 10, 2018.
Abtech filed Articles of Merger on March 13, 2019, with the merger effective at 12:01 a.m. on March 20, 2019. At that point each share not held by the major holders (and not subject to dissent) is converted into $1.10 in cash, warrants held by certain holders are cancelled, the directors and officers cease serving, the ABHD quote is removed from the OTC Pink Marketplace, and a Form 15 will be filed to end SEC reporting. This completes the going-private merger announced in December 2018.
The major holders (about 97%) filed an amended going-private statement for the short-form merger first filed December 10, 2018, still offering $1.10 in cash per share to all other holders. It restates that about $477,358.20 is needed, funded by Tilly, that the other 433,962 shares have dissenters' rights but no vote, and that warrants for 38,134 shares will be cancelled; the merger had not yet taken effect in this text. This continues the going-private thread.
12 Dec 2018capital raising announcement● NeutralMajor
On December 6, 2018, four debt holders (Golden Properties, Tilly, Wendy Kelman-Neu and F. Daniel Gabel) converted $12,637,018 of debt and interest into 11,488,200 new unregistered shares at $1.10 each. This wipes out that debt and, together with the going-private filing days earlier, gives these holders the roughly 97% stake used for the short-form merger.
Major holders (Golden Properties, Hugo Neu, Tilly and others, together about 97%) filed to take the company private through a short-form merger, paying $1.10 in cash per share to all other holders; the filing says about $477,358 is needed, funded by Tilly. They say the company could not pay its large debt to some of them and that the alternative was an involuntary bankruptcy that would give unaffiliated holders nothing. Unaffiliated holders vote on nothing but have dissenters' rights; warrants for 38,134 shares are to be cancelled. The merger had not yet taken effect at filing.
5 Nov 2018security holder rights change● NeutralMajor
A 200-for-1 reverse split of the common stock (approved by stockholders on August 15, 2018) took effect on November 6, 2018, cutting shares outstanding from 504,872,558 to about 2,525,000 and authorized shares from 800,000,000 to 50,000,000. Fractional shares round up to one whole share and options and warrants are adjusted proportionally. The company also dropped a planned authorized-share increase by written consent. This reverses the 2015 plan to expand authorized shares to 800M.
AbTech Industries accepted a $318,240 purchase order from Hugo Neu Realty Management to design, manufacture and supply four stormwater outfall pipes at the Kearny Point Industrial Park in New Jersey. Hugo Neu Corporation is a related party holding about 13% of the company (an investor since the 2015 financing), so the order comes from a major shareholder. The filing also reports California registration of Smart Sponge Plus as an antimicrobial product.
The SEC settled charges against the company, CEO Glenn Rink and CFO Lane Castleton over misleading statements in the 2014 third-quarter 10-Q and 2014 10-K about the Nassau County contract (the one suspended in 2015). Without admitting or denying the findings, the company agreed to a cease-and-desist order, $33,414.64 in disgorgement and interest and a $100,000 penalty, paid in two instalments of $66,707.32 (one within 14 days, one within 360 days); Rink and Castleton agreed to penalties of $60,000 and $35,000. This resolves the regulatory side of the Nassau thread.
On November 4, 2015 the company agreed a financing deal with Golden Properties, Hugo Neu and other holders: $10,796,344 of debt converts into 359,878,140 shares at $0.03, and 71,428,571 shares are sold at $0.035 for $2.5 million cash, about $13.3 million in total. Stage One (scheduled November 10, 2015) converts $3,945,082 of debt into 131,502,735 shares; Stage Two follows stockholder approval to raise authorized shares from 300,000,000 to 800,000,000. Separately, $1,900,000 was pre-funded for warrants on 1,900,000 shares. This clears much of the debt (a reduction in the debt thread) but sharply dilutes existing shareholders, since the new shares dwarf the 67.5 million outstanding in mid-2013 (a comparison to the earlier figure, not a current count).
15 May 2015material agreement termination▼ BadMajor
On May 12, 2015 Nassau County suspended all work on the $12 million stormwater contract until it notifies AbTech in writing that the suspension is lifted; the company says it would be materially adversely affected if the suspension stays. The filing links this to reports of a grand jury investigation and a May 4, 2015 federal complaint alleging unlawful practices in the contract's award involving a New York Senator and his son, who had been engaged by AbTech as an independent contractor. AbTech says it is not a target and will cooperate. Separately, the Corvias Solutions teaming agreement was terminated effective May 12, 2015, having produced no significant revenues. This turns the October 2013 contract from a positive into a serious risk.
In March and April 2015 the company sold two secured promissory notes to Golden Properties Ltd. totalling $1,200,000: $950,000 (7.5%, due March 23, 2016, warrant for 475,000 shares at $0.315) and $250,000 (7.5%, due July 13, 2015, warrant for 55,000 shares at $0.298). The March note's proceeds were used in April 2015 to repay $875,000 of matured debt plus about $71,000 interest. The April note ranks behind the 2013 convertible notes and the 2014 Senior and Other Secured Notes ($2,000,000 and $3,000,000 offerings), adding to the company's secured debt stack.
12 Dec 2013capital raising announcement● NeutralMajor
On December 9, 2013 the company closed a $3.5 million private sale of 6.5% secured convertible notes to two investors. The notes mature in 24 months and convert at $0.53 a share, with warrants for 1 million shares at $0.70 and a 4.5% ($157,500) placement agent fee. The press release says proceeds are intended to repay any of the existing $2.3 million of short-term debt that does not convert, and to fund operations including the Nassau County contract. This continues the open thread on the earlier short-term notes and adds new debt that could dilute shareholders if converted.
On October 8, 2013 AbTech Industries signed a three-year contract with Nassau County, New York to design, install, maintain and monitor stormwater treatment at up to ten outfall sites, for no more than $12,000,000, paid monthly as work is completed. The press release says it was originally awarded July 1, 2013 and that about 95% of the amount is payable in the first year. This is a large contract relative to the company's recent quarterly revenue of $81-134 thousand.
On June 25, 2013 the company signed an equity line with Dutchess Opportunity Fund II, under which Dutchess is committed to buy up to $2 million of common stock over 36 months, at 97% of the lowest daily volume-weighted average price in a five-day pricing period. The company chooses when to sell and need not use it all; no sales can happen until the registration statement filed June 25, 2013 is declared effective. At $0.66 a share, a full draw would be about 3,124,024 shares (about 4.4% of the 67,529,462 outstanding), and the company owes a $15,000 document fee.
On September 12, 2012 the company sold 4,840,832 new shares at $0.77 each for gross proceeds of $3,727,440, with warrants at $0.90 for 10% of the shares bought, issuing new shares and so diluting existing holders. It plans to use the net proceeds to repay any of the secured convertible notes that are not converted into stock, with the remainder for working capital. It also named William S. Brennan to its Strategic Advisory Board and paid a placement fee of $268,627.
17 Feb 2012capital raising announcement● NeutralMajor
On February 15, 2012 the company held the final closing of its secured convertible note offering, selling another $2,600,000 of notes with warrants to 48 investors and paying a $208,000 placement fee. Together with the earlier $4,000,000, this extends the same secured note financing to a total of $6,600,000 (arithmetic from the filing's figures).
29 Nov 2011capital raising announcement● NeutralMajor
The company continued the secured convertible note sale begun in September 2011, adding $650,000 on October 28, $1,595,000 on November 22 and $430,000 on November 28, 2011, for $2,675,000 more. With the earlier $1,325,000 this completes the $4,000,000 raised in this offering, with a placement fee of $214,000 on the new amount plus placement agent warrants.
The company raised money through two private note sales: $700,000 of convertible notes in July 2011 and $1,325,000 of secured convertible notes between September 19 and 23, 2011. The notes carry 12% interest at the start, can convert to shares at $0.60 if no financing of at least $5,000,000 closes in time, come with warrants, and the September notes are secured by all of the company's personal property and assets. This adds debt that could convert into more shares for existing holders (an inference), and a placement fee of $106,000 was owed on the September notes.
This amends the February 14, 2011 merger report to correct the table of who owns what. Shares reserved for Senior Convertible Promissory Notes that cannot be converted within 60 days were wrongly counted as owned and are now excluded. The corrected table still shows 45,009,801 shares outstanding, with Glenn Rink at 8.3%, Country Mutual/Country Life at 9.4% and Bernard L. Madoff Investment Securities LLC at 9.1%.
On February 10, 2011 the merger with AbTech Industries closed, resolving the open thread from 2010: the company issued 32,009,801 shares to AbTech Industries stockholders, who now hold about 78%, and AbTech Industries became its majority-owned subsidiary. Immediately after, 45,009,801 shares were outstanding (including 3 million shares tied to the $3 million funding, part of which was a $1,355,000 promissory note at closing), lower than the 59,000,000 once planned. Mandi Luis and Robert MacKay resigned and Glenn Rink (CEO/President), Lane Castleton (CFO) and the other AbTech directors took over, and the company is no longer a shell.
On November 9, 2010 the company hired James Saxton, LLC to serve on its advisory board, at $60,000 a year plus expenses and an option on 240,000 shares that vests starting January 31, 2011. The company cannot end the agreement in the first year except for cause.
On October 4, 2010 the board appointed Glenn R. Rink, AbTech Industries' CEO and a stockholder, as a director of the company. This is a step the merger agreement required, and the filing does not say the merger itself has closed.
On September 17, 2010 the merger agreement was amended to raise the exchange ratio from 5.259 to 5.3 company shares per AbTech share. The amendment also enlarges the merger subsidiary's authorized shares to 12,000,000 (up to 6,724,558 outstanding), versus 1,000 shares (no more than 100 outstanding) before. The higher ratio gives AbTech holders slightly more shares, which would dilute existing holders a little more (an inference).
The company told shareholders of record that the board will change when the AbTech merger takes effect, expected on or after October 1, 2010. Its 51,000,000 shares are outstanding and AbTech holders are to receive no less than 78% of the company; no shareholder vote or action is required, and eight named people (led by Glenn Rink as CEO) will form the new board and management.
Now named Abtech Holdings, Inc. and described as a shell company, it signed the definitive merger agreement with AbTech Industries on July 17, 2010, turning the earlier letters of intent into a binding deal. Each AbTech share converts into 5.259 shares of the company, with about 59,000,000 shares outstanding after the merger, the AbTech board and management take over, and the closing depends on the company providing $3,000,000 to AbTech. Existing shareholders will be diluted, though the filing does not state a percentage beyond the earlier 78% figure.
On June 10, 2010 the company replaced the earlier letter of intent with a new one that has some binding terms but keeps the same 78% deal terms. It has already advanced $300,000 to Abtech, will advance $145,000 more immediately, and has agreed to provide $3,000,000 in total plus $200,000 per month until closing, though further advances end if no definitive agreement is signed by July 8, 2010. Abtech's CEO Glenn R. Rink would join the board once a definitive agreement is signed.
Then named Laural Resources, Inc., the company signed a non-binding letter of intent on June 4, 2010 to acquire Abtech Industries, Inc., a water-pollution technology firm, in a reverse acquisition that would give Abtech's shareholders about 78% of the company. Closing is tied to Abtech completing an audit and receiving at least $3,000,000 in financing from the company; a definitive agreement was targeted by June 25, 2010.
